PBZ CO and Erste Hold 80.8 Percent of Jadran Shares After Acquisition Offer

The offer from the pension funds PBZ Croatia osiguranje and Erste for the acquisition of Jadran from Crikvenica was accepted by 369 shareholders of Jadran, who sold 10.08 percent of the shares of the Crikvenica hotel company, thereby increasing the pension funds’ stake in Jadran to 80.82 percent, the funds announced.

The pension funds PBZ Croatia osiguranje and Erste purchased 70.74 percent of the shares that the state held in Jadran at the beginning of April, and in mid-June, they announced an acquisition offer for the Crikvenica hotel and tourism company, offering 5.75 kuna per share.

These pension funds today announced via the Zagreb Stock Exchange a report on the acquisition stating that their offer was accepted by 369 shareholders, from whom they purchased 4,954,664 shares or 10.08 percent of Jadran’s shares.

>>> PBZ CO and Erste Take Over Crikvenica Jadran, Boris Šavorić at the Helm of the Assembly

The share capital of Jadran amounts to 491.3 million kuna and is divided into 49,131,669 shares, and after the acquisition offer, PBZ Croatia osiguranje and Erste pension funds hold a total of 39,709,432 shares or 80.82 percent of Jadran’s shares.

For the pension funds, the obligation to publish the acquisition offer for Jadran arose on April 6, when they signed a contract with the Center for Restructuring and Sale (CREP) for the purchase of 70.74 percent of the shares that the state had in this Crikvenica hotel and tourism company. In the CERP tender for the sale of the state’s 70.7 percent stake in Jadran, the only binding offer was made by the pension funds PBZ Croatia osiguranje and Erste, who offered 199.8 million kuna for those shares, nearly 6 million kuna more than initially requested, with the obligation to recapitalize Jadran with 200 million kuna.

The pension funds requested the convening of Jadran’s general assembly at the beginning of July, “in order to fulfill the obligation of recapitalization” from the contract for the purchase of shares from the state.

The management of Jadran subsequently called an extraordinary general assembly for August 24, where shareholders must first decide on a regular reduction of the share capital, and then on an increase in the share capital.

>>> CERP: Hotels Makarska to Valamar, Jadran to ‘Pension Funds’, New Tender for Hotel Maestral

Shareholders have been proposed to first decide to reduce the share capital of Jadran, which amounts to 491.3 million kuna and is divided into 49,131,669 shares, by 208.8 million kuna, to 282.5 million kuna, in order to allocate the funds obtained from the reduction into the company’s reserves.

In order for the amount of share capital attributable to one ordinary share of Jadran to fall below the legally prescribed amount after this reduction, the reduction would be carried out by merging shares, such that three shares would be combined into one.

After the decision on the reduction is made, shareholders should also decide on the recapitalization or increase of the share capital, by a maximum of 282.5 million kuna, to a maximum amount of 565.24 million kuna.

This increase would be carried out by cash payment, issuing a maximum of 16,390,360 new shares, and would be conducted by offering new shares to existing shareholders in one round.

The new shares would be issued at a price of 17.25 kuna, as stipulated in the call for the general assembly.